Edgar Filing: BCB BANCORP INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant |x|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|x| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12

BCB Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|x| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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March 12, 2007

Dear Fellow Shareholder:

We cordially invite you to attend the Annual Meeting of Shareholders of BCB
Bancorp, Inc. The annual meeting will be held at The Chandelier Restaurant, 1081
Broadway, Bayonne, New Jersey 07002, at 10:00 a.m., Eastern time, on April 26,
2007.

The enclosed Notice of annual meeting and Proxy Statement describe the formal
business to be transacted at the annual meeting. During the annual meeting we
will also report on the operations of BCB Bancorp, Inc. Directors and officers,
as well as a representative of our independent registered public accounting
firm, will be present to respond to any questions that shareholders may have.

The annual meeting is being held so that shareholders may vote upon the election
of three directors and the ratification of the appointment of the independent
registered public accounting firm for the year ending December 31, 2007.

The Board of Directors has determined that approval of the matters to be
considered at the annual meeting is in the best interests of shareholders. For
the reasons set forth in the Proxy Statement, the Board of Directors recommends
a vote "FOR" the matters to be considered.

On behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card in the postage-paid envelope as soon as possible, even if
you currently plan to attend the annual meeting. This will not prevent you from
voting in person, but will assure that your vote is counted if you are unable to
attend the annual meeting. Your vote is important, regardless of the number of
shares that you own. Please sign and return the enclosed proxy card promptly.
Your cooperation is appreciated, since a majority of the common stock must be
represented at the annual meeting, either in person or by proxy, to constitute a
quorum for the conduct of business.

Sincerely,

/s/ Mark D. Hogan

Mark D. Hogan
Chairman of the Board

BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002
(201) 823-0700

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS

To Be Held On April 26, 2007

Notice is hereby given that the Annual Meeting of Shareholders of BCB
Bancorp, Inc., will be held at The Chandelier Restaurant, 1081 Broadway,
Bayonne, New Jersey 07002, on April 26, 2007 at 10:00 a.m., Eastern time.

A Proxy Card and a Proxy Statement for the annual meeting are enclosed.

The annual meeting is being held so that shareholders may vote on the
following matters:

1. The election of three directors;
2. The ratification of the appointment of our independent registered
public accounting firm for the year ending December 31, 2007; and

Such other business as may properly come before the annual meeting or any
adjournment or postponement of the annual meeting.

Any action may be taken on the foregoing proposals at the annual meeting
on the date specified above, or on any date or dates to which the annual meeting
may be adjourned. Shareholders of record at the close of business on March 5,
2007, are the shareholders entitled to vote at the annual meeting or any
adjournments thereof.

EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE
REVOKED ANY TIME PRIOR TO THE ANNUAL MEETING. A PROXY MAY BE REVOKED BY FILING
WITH OUR CORPORATE SECRETARY A WRITTEN NOTICE OF REVOCATION, SUBMITTING A DULY
EXECUTED PROXY BEARING A LATER DATE, OR BY VOTING IN PERSON AT THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE REGISTERED IN THE
NAME OF A BROKER, BANK OR OTHER NOMINEE, YOU WILL NEED ADDITIONAL DOCUMENTATION
FROM THE RECORDHOLDER IN ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.

By Order of the Board of Directors

/s/ Mark D. Hogan

Mark D. Hogan
Chairman of the Board

Bayonne, New Jersey
March 12, 2007

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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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PROXY STATEMENT

BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002
(201) 823-0700

ANNUAL MEETING OF SHAREHOLDERS
To be Held on April 26, 2007

________________________________________________________________________________

INTRODUCTION
________________________________________________________________________________

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of BCB Bancorp, Inc. to be used at
the Annual Meeting of Shareholders, which will be held at The Chandelier
Restaurant, 1081 Broadway, Bayonne, New Jersey 07002, on April 26, 2007, at
10:00 a.m., eastern time, and all adjournments of the annual meeting. The
accompanying Notice of Annual Meeting of Shareholders and this Proxy Statement
are first being mailed to shareholders on or about March 12, 2007.

At the annual meeting shareholders will vote on the election of three
directors, the ratification of the appointment of our independent registered
public accounting firm for the year ending December 31, 2007 and such other
matters as may properly come before the annual meeting or any adjournments
thereof.
________________________________________________________________________________

REVOCATION OF PROXIES
________________________________________________________________________________

Shareholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the annual meeting and any
adjournments thereof. Proxies solicited on behalf of the Board of Directors will
be voted in accordance with the directions given thereon. Where no instructions
are indicated, validly executed proxies will be voted "FOR" the proposals set
forth in this Proxy Statement for consideration at the annual meeting.

Proxies may be revoked by sending written notice of revocation to our
Corporate Secretary at the address shown above, the submission of a later dated
proxy or by voting in person at the annual meeting. The presence at the annual
meeting of any shareholder who had returned a proxy shall not revoke such proxy
unless the shareholder delivers his or her ballot in person at the annual
meeting or delivers a written revocation to our Corporate Secretary prior to the
voting of such proxy.

If your shares of common stock are held in "street name" by a broker, bank
or other nominee, you will receive instructions from your broker, bank or other
nominee that you must follow in order to have your shares voted at the annual
meeting. If you wish to change your voting instructions after you have returned
your voting instructions to your broker, bank or other nominee you must contact
your broker, bank or other nominee. If you want to vote your shares of common
stock held in street name in person at the annual meeting, you will have to get
a legal proxy in your name from the broker, bank or other nominee who holds your
shares.

________________________________________________________________________________

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________________________

Holders of record of our common stock as of the close of business on March
5, 2007, our record date, are entitled to one vote for each share then held. As
of the record date, we had 5,009,250 shares of common stock issued and
outstanding. The presence in person or by proxy of a majority of the outstanding
shares of common

stock entitled to vote is necessary to constitute a quorum at the annual
meeting. Abstentions and broker non-votes will be counted for purposes of
determining that a quorum is present.

Persons and groups who beneficially own in excess of 5% of the common
stock are required to file certain reports with the Securities and Exchange
Commission ("SEC") regarding such beneficial ownership. We are aware of one
group who beneficially owned in excess of 5% of the common stock on the Record
Date, that being Wellington Management Company, LLP owning 354,505 shares or
7.08% of our outstanding common stock.

In accordance with New Jersey law, a list of shareholders entitled to vote
at the annual meeting shall be made available at the annual meeting.

________________________________________________________________________________

VOTING PROCEDURES AND METHOD OF COUNTING VOTES
________________________________________________________________________________

As to the election of directors, the proxy card being provided by the
Board of Directors enables a shareholder to vote "FOR" the election of the
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote
for the nominees being proposed. Under New Jersey law and our Certificate of
Incorporation and Bylaws, directors are elected by a plurality of votes cast,
without regard to either broker non-votes, or proxies as to which authority to
vote for the nominees being proposed is withheld.

As to the ratification of our independent registered public accounting
firm, by checking the appropriate box a shareholder may: (i) vote "FOR" the
item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN" from voting on such item.
Under our Certificate of Incorporation and Bylaws, the ratification of this
matter shall be determined by a majority of the votes cast, without regard to
broker non-votes or proxies marked "ABSTAIN."

The Board of Directors will designate an inspector of elections.

Regardless of the number of shares of common stock owned, it is important
that holders of a majority of the shares of our common stock be represented by
proxy or present in person at the annual meeting. Shareholders are requested to
vote by completing the enclosed proxy card and returning it signed and dated in
the enclosed postage-paid envelope. Shareholders are urged to indicate their
vote in the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS GIVEN ON THE PROXY.
WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED "FOR" EACH OF
THE PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING.
________________________________________________________________________________

PROPOSAL I - ELECTION OF DIRECTORS
________________________________________________________________________________

Our Board of Directors is currently composed of 11 members and is divided
into three classes, with one class of directors elected each year. Our directors
will generally be elected to serve for a three-year period and until their
respective successors have been elected and qualified. Three directors will be
elected at the annual meeting, each to serve for a three-year period and until
his successor has been elected and shall qualify. The Board of Directors has
nominated Judith Q. Bielan, James E. Collins and Mark D. Hogan for election as
directors at the annual meeting. Each nominee of the Board of Directors has
consented to being named in this Proxy Statement.

The table below sets forth certain information, as of March 5, 2007,
regarding the composition of our Board of Directors, including the terms of
office of Board members, and information regarding our executive officers and
the executive officers of Bayonne Community Bank, our principal operating
subsidiary. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to the nominee)
will be voted at the annual meeting for the election of the nominees identified
below. If a nominee is unable to serve, the shares represented by proxies will
be voted for the election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason why any of
the nominees might be unable to serve, if elected. Except as indicated herein,
there are no arrangements or understandings between the nominee and any other
person pursuant to which such nominee was selected. None of the shares
beneficially owned

by directors, executive officers or nominees to the board of directors have been
pledged as security or collateral for any loans.

Shares
Position(s) Held With Director Current Beneficially Percent of
Name the Company or the Bank Age Since(1) Term Expires Owned(2) Class(2)
---- ----------------------- --- -------- ------------ -------- --------

NOMINEES

Judith Q. Bielan Director 42 2000 2006 124,139(3) 2.3%
James E. Collins Senior Lending Officer 58 2003 2006 162,921(4) 3.0
and Director
Mark D. Hogan Chairman of the Board 41 2000 2006 198,434(5) 3.7

DIRECTORS

Robert Ballance Director 48 2000 2007 112,473(6) 2.1
Joseph Brogan Director 68 2000 2007 219,270(7) 4.0
Thomas M. Coughlin Chief Financial Officer 47 2002 2008 156,174(8) 2.9
and Director
Joseph Lyga Director 47 2000 2008 92,496(9) 1.7
Donald Mindiak President, Chief Executive 48 2000 2007 145,857(10) 2.7
Officer and Director
Alexander Pasiechnik Director 45 2000 2008 95,366(11) 1.8
Dr. August Pellegrini, Jr. Director 47 2000 2007 102,281(12) 1.9
Joseph Tagliareni Director 52 2006 2008 34,926(13) *

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Olivia Klim Executive Vice President 61 N/A N/A 32,464 (14) *
Amer Saleem Vice President 52 N/A N/A 9,184 (15) *

All directors and executive
officers as a group (13 persons) N/A N/A N/A N/A 1,485,985 27.4%

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* Less than 1%.

(1) Includes service as a director of Bayonne Community Bank.

(2) Includes shares underlying options that are exercisable within 60 days
from the record date.

(3) Ms. Bielan has sole voting and dispositive power over 77,629 shares,
shared voting and dispositive power over 10,086 shares with her spouse and
shared voting and dispositive power over 1,890 shares with her children.
Includes 34,534 shares underlying options exercisable within 60 days from
the record date.

(4) Mr. Collins has sole voting and dispositive power over 120,178 shares,
shared voting and dispositive power over 851 shares with his spouse and
shared voting and dispositive power over 3,441 shares with his children.
Includes 38,451 shares underlying options exercisable within 60 days from
the record date.

(5) Mr. Hogan has sole voting and dispositive power over 144,610 shares,
shared voting and dispositive power over 13,891 shares with his spouse and
shared voting and dispositive power over 1,988 shares with his children.
Includes 37,945 shares underlying options exercisable within 60 days from
the record date.

(6) Mr. Ballance has sole voting and dispositive power over 73,768 shares,
shared voting and dispositive power over 953 shares with his spouse and
shared voting and dispositive power over 2,494 shares with his children.
Includes 35,258 shares underlying options exercisable within 60 days from
the record date.

(7) Mr. Brogan has sole voting and dispositive power over 70,120 shares,
shared voting and dispositive power over 10,681 shares with his spouse and
shared voting and dispositive power over 99,196 shares with his
grandchildren. Includes 39,273 shares underlying options exercisable
within 60 days from the record date

(8) Mr. Coughlin has sole voting and dispositive power over 134,660 shares.
Includes 21,514 shares underlying options exercisable within 60 days from
the record date.

(9) Mr. Lyga has sole voting and dispositive power over 56,525 shares, shared
voting and dispositive power over 1,040 shares with his spouse and shared
voting and dispositive power over 377 shares with his child. Includes
34,554 shares underlying options exercisable within 60 days from the
record date.

(10) Mr. Mindiak has sole voting and dispositive power over 104,016 shares,
shared voting and dispositive power over 2,950 shares with his spouse and
shared voting and dispositive power over 1,561 shares with his child.
Includes 37,330 shares underlying options exercisable within 60 days from
the record date.

(11) Mr. Pasiechnik has sole voting and dispositive power over 60,676 shares.
Includes 34,690 shares underlying options exercisable within 60 days from
the record date.

(12) Dr. Pellegrini has sole voting and dispositive power over 67,167 shares.
Includes 35,114 shares underlying options exercisable within 60 days from
the record date.

(13) Mr. Tagliareni has sole voting and dispositive power over 22,920 shares,
shared voting and dispositive power over 10,966 shares with his spouse and
shared voting and dispositive power over 1,040 shares with his children.

(14) Ms. Klim has sole voting and dispositive power over 14,331 shares and
shared voting and dispositive power over 2,883 shares with her spouse.
Includes 15,250 shares underlying options exercisable within 60 days from
the record date.

(15) Mr. Saleem has sole voting and dispositive power over 2,385 shares and
shared voting and dispositive power over 945 shares with his spouse.
Includes 5,854 shares underlying options exercisable within 60 days from
the record date.

Biographical Information Regarding Directors, Executive Officers and Nominees

Set forth below is biographical information regarding our directors and
executive officers. Unless otherwise noted, each director has held the indicated
position for at least five years.

Directors

Robert Ballance, 48, is a Battalion Chief with the Bayonne Fire Department
and the owner of Bob's Carpet located in Bayonne. Mr. Ballance is a director of
the Bayonne Fire Exempt Association; a member of the Bayonne Elks B.P.O.E.; and
has served as the Treasurer of Bayonne Fire Department Local #11. Mr. Ballance
attended Saint Vincent DePaul Grammar School and Marist High School in Bayonne.

Judith Q. Bielan, Esq., 42, is an attorney practicing law for 17 years.
Ms. Bielan currently owns her own law firm, Bielan, Miklos, Makrogiannis &
Demeter, P.C., which she formed in 1996. Ms. Bielan was a partner with Cavanaugh
and Bielan, P.C. from 1993 to 1996, and associated with the firm of Schumann,
Hanlon, O'Connor and McCrossin from 1989 to 1993. She is a member of the New
York and New Jersey State Bars as well as an Officer of the Hudson County Bar
Association. Ms. Bielan serves on the Hudson County Bar Association's Family Law
Committee and serves on the Advisory Board for Holy Family Academy. She also
coaches Bayonne PAL Junior Boys' Basketball. Ms. Bielan is a lifetime resident
of Bayonne, having attended Our Lady Star of the Sea Elementary School and Holy
Family Academy. In addition, she holds degrees from Montclair State College and
Seton Hall Law School.

Joseph Brogan, 68, has 45 years of experience in the insurance industry
and is the founder of Brogan Insurance Agency located in Bayonne. Mr. Brogan is
the former head of the State Farm Agents Association and is a current member of
the Knights of Columbus and the Fraternal Order of Elks. Mr. Brogan attended
Saint Aloysius Grammar School, Jersey City, and Seton Hall Preparatory School,
has received a B.S. from Saint Peter's College and attended graduate school at
Fordham and New Jersey City University.

James E. Collins, 58, is Senior Lending Officer of Bayonne Community Bank,
and has worked in the banking industry since 1972. He is the former Vice
President of Lending at First Savings Bank of New Jersey and served as that
bank's Community Reinvestment Officer and as a member of the Budget, Asset and
Liability, Asset Classification and Loan Committees. In addition, Mr. Collins
has served as Treasurer of the Bayonne Chamber of Commerce, as the past
President of Ireland's 32 and as citywide director for Bayonne's C.Y.O. Sports
Programs. Currently, Mr. Collins serves as a Director for Windmill Alliance,
Inc. Mr. Collins attended St. Mary's, Our Lady Star of the Sea Elementary School
and Marist High School, received a B.S. from St. Peter's College and attended
graduate school at the Institute for Financial Education. Mr. Collins is a
certified Real Estate Appraiser and a member of the Review Appraisers
Association.

Thomas M. Coughlin, 47, is Chief Operating Officer and Chief Financial
Officer of the Company and the Bank, and has been employed in the banking
industry for 20 years. Mr. Coughlin was formerly Vice President of Chatham
Savings Bank and, prior to that, Controller and Corporate Secretary of First
Savings Bank of New Jersey. While at First Savings Bank of New Jersey, Mr.
Coughlin served in various capacities on several executive managerial
committees, including, but not limited to, the Budget, Asset/Liability and Loan
Review Committees. Mr. Coughlin, who received his CPA designation in 1982, is
the past President of the American Heart Association and has served as Trustee
of D.A.R.E. and the Bayonne P.A.L. Mr. Coughlin attended Saint Vincent DePaul
Grammar School and Bayonne High School, and received a B.S. degree from Saint
Peter's College.

Mark D. Hogan, C.P.A., 41, is a sole practitioner with an office located
in Bayonne. In addition, Mr. Hogan is a registered representative providing
financial planning for his clientele. Mr. Hogan has achieved the following
licenses and designations: NASD Series 7, 24 and 63, New Jersey Life and Health
Insurance broker, New Jersey Property and Casualty Insurance broker. Mr. Hogan
attended Saint Peter's Preparatory School and received a B.S. degree in Finance
from Pace University. He is a member of the New Jersey Society of Certified
Public Accountants. Mr. Hogan serves as the Chairman of the Board of Directors
of the Company and the Bank.

Joseph Lyga, 47, has served on the Bayonne Fire Department since 1985,
having achieved the rank of Fire Captain. In addition, Mr. Lyga has been a
self-employed contractor for the last 22 years. Mr. Lyga has served as President
and Secretary/State Delegate of the Bayonne Fire Department Local #211 and has
served as President, Vice President, Secretary and Treasurer of the Bayonne Fire
Department Local #11. Mr. Lyga is also a member of the Sicilian Citizens Club
and the Friends of Nick Capodice. Mr. Lyga attended Saint Mary's, Our Lady Star
of the Sea Elementary School, Marist High School, New Jersey City University and
the Chubb Institute where he studied computer programming and network design.

Donald Mindiak, 48, has been employed in the banking industry for over 30
years and has been President and Chief Executive Officer of Bayonne Community
Bank since October 1999 and BCB Bancorp, Inc. since May 2003. Most recently he
was employed by Summit Bank as a Manager of Strategic Planning and Support.
Prior to his employment at Summit Bank, Mr. Mindiak was employed at First
Savings Bank of New Jersey in Bayonne. During his tenure at First Savings Bank
of New Jersey, he served as Treasurer and prior to that position as Controller.
Mr. Mindiak served as an active member of the Asset/Liability, Budget,
Investment and Rate Setting Committees while at First Savings Bank of New Jersey
and was the former Chairman of the Asset Classification Committee. Mr. Mindiak
has been a member of several trade organizations including: the Community
Bankers Association, the Hudson County Savings League, the New Jersey Savings
League and America's Community Bankers. In addition, Mr. Mindiak serves as a
trustee of the Bayonne Medical Center Foundation Board. Mr. Mindiak received a
B.A. degree from Rutgers, Newark College of Arts and Sciences and an M.B.A.
degree in Finance from Fairleigh Dickinson University.

Alexander Pasiechnik, 45, is President and Chief Executive Officer of
Victoria T.V. Sales and Appliances. Mr. Pasiechnik was born in Bayonne and
attended Saint Mary's, Our Lady Star of the Sea Elementary School, Marist High
School, and Saint Peter's College.

Dr. August Pellegrini, Jr., 47, has practiced general dentistry in Bayonne
for 21 years and is past President of both the New Jersey Dental Association and
the Hudson County Dental Society. Dr. Pellegrini is also a Hudson County
delegate to the New Jersey Dental Association House of Delegates, and is a past
member of the Board of Trustees of the New Jersey Foundation of Dentistry for
Persons with Disabilities. Dr. Pellegrini is a faculty member at UMDNJ, New
Jersey Dental School, in the Department of General and Hospital Dentistry. Dr.
Pellegrini is also a member of the Knights of Columbus. Dr. Pellegrini attended
Horace Mann Grammar School, Marist High School, Rutgers College and Temple
University School of Dentistry.

Joseph Tagliareni, 52, is the President and Chief Executive Officer of J&J
Printing, located in Bayonne, and has over thirty years of printing experience.
Mr. Tagliareni is a member of many civic organizations including: the Bayonne
Chapter of UNICO National, the Knights of Columbus, New Era Civic Club, the
United Christians and Jews Association, the Bayonne Chamber of Commerce, the
Hometown Fair Committee, and the Chandelier Golf Committee. Mr. Tagliareni is
the Vice President and a board member of the Bayonne Family YMCA and serves on
the school board of Saint Mary's, Our Lady Star of the Sea Elementary School.
Mr. Tagliareni is a committeeman for the First Ward in Bayonne. Mr. Tagliareni
attended Lincoln School and Bayonne High School. Mr. Tagliareni was, until 2004,
a director of BCB Bancorp, Inc. Mr. Tagliareni was a member of our Board of
Directors from 2003 through 2004. Mr. Tagliareni declined to stand for
re-election at the 2004 annual meeting.

Executive Officers who are not Directors

The following is biographical information regarding our executive officers
or executive officers of Bayonne Community Bank who are not also directors.
Unless otherwise noted, each officer has held the indicated position for at
least five years.

Olivia M. Klim, 61, has been employed in the banking industry for over 38
years and is currently Executive Vice President of Business Development of
Bayonne Community Bank. Prior to joining Bayonne Community Bank in October 2000,
Mrs. Klim was employed by First Savings Bank of New Jersey, a division of
Richmond County Financial, as a Business Development Officer responsible for the
business development and operational functions at that bank's offices in
Bayonne, New Jersey. Prior to her employment at First Savings, Mrs. Klim was
employed at First Fidelity Bank as a Branch Administrator. Mrs. Klim is a
Commissioner of the Bayonne Municipal Utilities

authority, and serves in various capacities for the local Chapter of the Deborah
Foundation, the College Opportunity Program, the American Institute of Banking
for Women, and the Bayonne Bullet Proof Vest Funding Campaign. Further, Mrs.
Klim serves on the Loan Review Committee for the Bayonne Economic Development
Corporation. Mrs. Klim is a graduate of the Bayonne School system and attended
St. Peter's College, and the Cohen & Brown School for Sales & Investments.

Amer Saleem, 52, is a Vice President of Commercial Lending of Bayonne
Community Bank. Prior to joining Bayonne Community Bank in 2002, Mr. Saleem was
an Assistant Vice President of Commercial Lending of 1st Constitution Bank,
Cranbury, New Jersey. Mr. Saleem holds a B.A. degree in Economics, Diploma in
Accounting from City of London Polytechnic, London, England and an M.B.A. degree
in Finance from Long Island University, New York. Mr. Saleem has 19 years of
banking experience, specializing in commercial lending. Mr. Saleem is a member
of the Officers' Lending Committee.

Board Independence

The Board of Directors has determined that, except as to Messrs. Collins,
Coughlin and Mindiak, each member of the Board of Directors is an "independent
director" within the meaning of the Nasdaq corporate governance listing
standards. Messrs. Collins, Coughlin and Mindiak are not considered independent
because they are executive officers of the company.

The Board of Directors has also determined that each member of the Audit
Committee of the Board meets the independence requirements applicable to that
committee prescribed by the NASDAQ Marketplace Rules, the Securities and
Exchange Commission ("SEC") and the Internal Revenue Service. There were no
transactions not required to be reported under "--Transactions With Certain
Related Person" that were considered in determining the independence of our
directors.

Meetings and Committees of the Board of Directors

Our Board of Directors meets on a monthly basis and may hold additional
special meetings. Our standing committees include the Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee.
Bayonne Community Bank's standing committees include an Asset/Liability
Management Committee, a Loan Committee, an Investment Committee and a Budget
Committee. During the year ended December 31, 2006, our board of directors held
12 regular meetings and 3 special meetings. No director attended fewer than 75%,
in the aggregate, of the total number of board meetings held and the total
number of committee meetings in which he or she served during fiscal 2006. At
last year's annual meeting all directors were in attendance.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Directors
Ballance, Lyga and Pellegrini. Each member of the Nominating and Corporate
Governance Committee is considered "independent" as defined in the Nasdaq
corporate governance listing standards. Our Board of Directors has adopted a
written charter for the Nominating and Corporate Governance Committee and the
charter is attached as Appendix A. The charter has not been amended. The full
Board of Directors, acting as a nominating committee, met one time during 2006.

The functions of the Nominating and Corporate Governance Committee include
the following:

o to lead the search for individuals qualified to become members of
the Board of Directors and to select director nominees to be
presented for shareholder approval;

o to review and monitor compliance with the requirements for board
independence;

o to review the committee structure and make recommendations to the
Board of Directors regarding committee membership;

o to develop and recommend to the Board of Directors for its approval
corporate governance guidelines; and

o to develop and recommend to the Board of Directors for its approval
a self-evaluation process for the Board of Directors and its
committees.

The Nominating and Corporate Governance Committee identifies nominees by
first evaluating the current members of the Board of Directors willing to
continue in service. Current members of the Board of Directors with skills and
experience that are relevant to our business and who are willing to continue in
service are first considered for re-nomination, balancing the value of
continuity of service by existing members of the Board of Directors with that of
obtaining new perspectives. If any member of the Board of Directors does not
wish to continue in service, or if the Nominating and Corporate Governance
Committee of the Board of Directors decides not to re-nominate a member for
re-election, or if the size of the Board of Directors is increased, the
Nominating and Corporate Governance Committee would solicit suggestions for
director candidates from all board members. In addition, the Nominating and
Corporate Governance Committee is authorized by its charter to engage a third
party to assist in the identification of director nominees. The Nominating and
Corporate Governance Committee would seek to identify a candidate who at a
minimum satisfies the following criteria:

o has the highest personal and professional ethics and integrity and
whose values are compatible with ours;

o has had experiences and achievements that have given them the
ability to exercise and develop good business judgment;

o is willing to devote the necessary time to the work of the Board of
Directors and its committees, which includes being available for
board and committee meetings;

o is familiar with the communities in which we operate and/or is
actively engaged in community activities;

o is involved in other activities or interests that do not create a
conflict with their responsibilities to us and our shareholders; and

o has the capacity and desire to represent the balanced, best
interests of our shareholders as a group, and not primarily a
special interest group or constituency.

The Nominating and Corporate Governance Committee will also take into
account whether a candidate satisfies the criteria for "independence" under the
Nasdaq corporate governance listing standards, and if a nominee is sought for
service on our Audit Committee, the financial and accounting expertise of a
candidate, including whether an individual qualifies as an audit committee
financial expert.

Procedures for the Shareholder Recommendations for the Nomination of Directors

Our Board of Directors has adopted procedures for the submission of
director nominees by shareholders. If a determination is made that an additional
candidate is needed for the Board of Directors, the Nominating and Corporate
Governance Committee will consider candidates submitted by our shareholders.
Shareholders can submit the names of candidates for director by writing to our
Corporate Secretary, at 104-110 Avenue C, Bayonne, New Jersey 07002. The
Chairman of the Board must receive a submission not less than 90 days prior to
the anniversary date of our proxy materials for the preceding year's annual
meeting. If the date of the annual meeting is advanced more than 30 days prior
to or delayed by more than 30 days after the anniversary of the preceding year's
annual meeting, the shareholder's suggestion must be so delivered not later than
the close of business on the tenth day following the day on which public
announcement of the date of such annual meeting is first made. The submission
must include the following information:

o the name and address of the shareholder as they appear on our books,
and number of shares of our common stock that are owned beneficially
by such shareholder (if the shareholder is not a holder of record,
appropriate evidence of the shareholder's ownership will be
required);

o the name, address and contact information for the candidate, and the
number of shares of our common stock that are owned by the candidate
(if the candidate is not a holder of record, appropriate evidence of
the shareholder's ownership should be provided);

o a statement of the candidate's business and educational experience;

o such other information regarding the candidate as would be required
to be included in the proxy statement pursuant to SEC Regulation
14A;

o a statement detailing any relationship between the candidate and us;

o a statement detailing any relationship between the candidate and any
of our customers, suppliers or competitors;

o detailed information about any relationship or understanding between
the proposing shareholder and the candidate; and

o a statement that the candidate is willing to be considered and
willing to serve as a director if nominated and elected.

There have been no material changes to these procedures since they were
previously disclosed in our proxy statement for the 2006 Annual Meeting of
Shareholders.

We have no written procedural or informational requirements for the
presentation of a shareholder nomination at the Annual Meeting of Shareholders.
It is expected that any person making a shareholder nomination at the annual
meeting will provide the information set forth above regarding themselves and
the proposed nominee.

Shareholder Communications with the Board

A shareholder who wants to communicate with our Board of Directors or with
any individual director can write to our President and Chief Executive Officer,
104-110 Avenue C, Bayonne, New Jersey 07002, Attention: Board Administration.
The letter should indicate that the author is a shareholder and if shares are
not held of record, should include appropriate evidence of stock ownership.
Depending on the subject matter, management will:

o forward the communication to the director or directors to whom it is
addressed;

o attempt to handle the inquiry directly, for example where it is a
request for information about the company or it is a stock-related
matter; or

o not forward the communication if it is primarily commercial in
nature, relates to an improper or irrelevant topic, or is unduly
hostile, threatening, illegal or otherwise inappropriate.

At each Board of Directors meeting, management presents a summary of all
communications received since the last meeting that were not forwarded and makes
those communications available to the directors.

Code of Ethics

We have adopted a code of ethics that is applicable to our officers,
directors and employees, including our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions. Our Code of Ethics has been filed as an exhibit to
the Annual Report on Form 10-K.

The Audit Committee

The Audit Committee consists of directors Hogan, Bielan, Brogan and
Pellegrini. Each current member of the Audit Committee is considered
"independent" as defined in the Nasdaq corporate governance listing standards
and under SEC Rule 10A-3. The duties and responsibilities of the Audit Committee
include, among other things:

o retaining, overseeing and evaluating a firm of independent certified
public accountants to audit the annual financial statements;

o in consultation with the independent registered public accounting
firm and the internal auditor, reviewing the integrity of our
financial reporting processes, both internal and external;

o approving the scope of the audit in advance;

o reviewing the financial statements and the audit report with
management and the independent registered public accounting firm;

o considering whether the provision by the external auditors of
services not related to the annual audit and quarterly reviews is
consistent with maintaining the auditor's independence;

o reviewing earnings and financial releases and quarterly reports
filed with the SEC;

o consulting with the internal audit staff and reviewing management's
administration of the system of internal accounting controls;

o approving all engagements for audit and non-audit services by the
independent registered public accounting firm; and

o reviewing the adequacy of the audit committee charter.

The Audit Committee met ten times during 2006. The Board of Directors has
adopted a written charter for the Audit Committee. The Audit Committee reports
to the Board of Directors on its activities and findings. The Board of Directors
believes that Mr. Hogan qualifies as an "audit committee financial expert" as
that term is used in the rules and regulations of the SEC.

Audit Committee Report

In accordance with SEC regulations, the Audit Committee has prepared the
following report. As part of its ongoing activities, the Audit Committee has:

o Reviewed and discussed with management our audited consolidated
financial statements for the year ended December 31, 2006;

o Discussed with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing Standards
No. 61, Communications with Audit Committees, as amended; and

o Received the written disclosures and the letter from the independent
registered public accounting firm required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit
Committees, and has discussed with the independent registered public
accounting firm their independence.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in our Annual Report on Form 10-K for the year ended
December 31, 2006 to be filed with the SEC. In addition, the Audit Committee
approved the appointment of Beard Miller Company LLP as our independent
registered public accounting firm for the fiscal year ending December 31, 2007,
subject to the ratification of the appointment by our shareholders.

This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, except to the extent that we specifically incorporate this
information by reference, and shall not otherwise be deemed filed under such
Acts.

The Audit Committee:
Mark D. Hogan, (Chairman)
Judith Q. Bielan
Joseph Brogan
Dr. August Pellegrini, Jr.

The Audit Committee has approved a list of procedures for the engagement
of outside auditors to perform non-audit tasks. The following services cannot be
provided by the auditor: financial information systems design and
implementation; internal audit outsourcing; appraisal or valuation services,
fairness opinions, and contribution in kind reports; management functions or
human resources; bookkeeping; broker or dealer or investment banking services;
legal services unrelated to the audit; actuarial services; and services
determined by the Audit Committee to be impermissible. All permissible non-audit
services must be pre-approved by the Audit Committee. The authority to approve
audit and non-audit services may be delegated by the committee to one or more of
its members, provided that any delegated approvals must be reported to the full
Audit Committee and all approvals of non-audit services will be disclosed in our
periodic reports.

Section 16(a) Beneficial Ownership Reporting Compliance

Our common stock is registered pursuant to Section 12(g) of the Exchange
Act. Executive officers, directors and 10% beneficial owners are required to
file beneficial ownership reports with the SEC disclosing beneficial ownership
and changes in beneficial ownership of our common stock. SEC rules require
disclosure in our Proxy Statement and Annual Report on Form 10-K of the failure
of an executive officer, director or 10% beneficial owner to file such forms on
a timely basis. Based on our review of such ownership reports, we believe that
no officer or director failed to timely file such ownership reports for the
fiscal year ended December 31, 2006.

Compensation Committee Interlocks and Insider Participation. During the
fiscal year ended December 31, 2006, the Compensation Committee, which consisted
of Robert Ballance, Judith Q. Bielan, Joseph Brogan, Mark D. Hogan, Joseph Lyga
and Alexander Pasiechnik, met three times to review the performance of the
executive officers and determine compensation programs and adjustments. Messrs.
Mindiak and Coughlin do not participate in the Board of Directors determination
of their respective compensation as executive officers.

Compensation Discussion and Analysis

Roles and Responsibilities The primary purpose of the Compensation
Committee is to conduct reviews of the Company's general executive compensation
policies and strategies in order to oversee and evaluate the Company's overall
compensation structure and programs. Direct responsibilities include, but are
not limited to:

o Evaluating and approving goals and objectives relevant to
compensation of the chief executive officer and other executive
officers, and evaluating the performance of the executives in light
of those goals and objectives;

o Determining and approving the compensation level for the chief
executive officer;

o Determining and approving compensation levels of other key executive
officers;

o Recommending to the Board compensation policies for outside
directors.

Role of Executive Officers in Compensation Decisions. The Compensation
Committee approves the compensation paid to the Chief Executive officer and our
other executive officers. The performance of the Chief Executive Officer is
reviewed annually by the Committee. The Chief Executive Officer presents
annually to the Committee his assessment of the performance of the other
executive officers and his recommendations for their salary adjustments and
performance awards. The Committee exercises its discretion in determining the
levels of compensation to be paid to those executives.

The Compensation Committee approves equity compensation awards to all our
officers. The Committee has given the Chief Executive Officer the authority to
determine the non-equity compensation of all or our officers other than those
officers mentioned in the preceding paragraph.

Performance evaluations are generally measured on criteria applicable to
us as a whole and to specific responsibilities of each executive. Criteria
considered include earnings, return on equity, return on assets, asset quality,
capital management, risk management, franchise expansion, corporate governance,
expertise and general management skills, and each executive's contribution to
our successful operation. These criteria are evaluated not only on current year
performance, but also on the trend of performance over the past few years and
within the context of unusual operating and performance issues inherent in the
management of a highly capitalized, converted financial institution. Also, taken
into consideration are factors outside of the control of management, such as the
state of the economy, the interest rate environment, regulatory mandates and
competition.

Strict numerical formulas are not used to determine changes in
compensation, instead, competitive considerations as set forth below are
utilized in the decision process.

Our Executive Compensation Program Philosophy

Overall Program Objective. We strive to attract, motivate and retain
high-quality executives by providing total compensation that is
performance-based and competitive with the various labor markets and industries
in which we compete for talent. We provide incentives to advance the interests
of shareholders and commensurate with performance. Overall, we design our
compensations program to:

o Support the business plan by clearly communicating what is expected
of executives with respect to goals and results and by rewarding
achievements;

o Retain and recruit executive talent; and

o Align the interests of executive officers with the interest of
shareholders.

We seek to achieve these objectives through the following key compensation
elements:

o A base salary;

o A performance-based annual bonus; and

o Equity based stock awards.

Competitive Considerations. In making compensation decisions with respect
to each element of compensation, the committee considers the competitive market
for executives and compensation levels provided by comparable financial
institution holding companies in our market area.

The Committee does not attempt to set each compensation element for each
executive within a particular range related to levels provided by industry
peers. Instead, the Committee uses market comparisons as one factor in making
compensation decisions. Other factors considered when making individual
executive compensation

decisions include individual contribution and performance, complexity and
importance of role and responsibilities, leadership and growth potential.

Executive Compensation Practices. Our practice, with respect to the key
compensation elements identified above, as well as other elements of
compensation, are set forth below, followed by a discussion of the specific
factors considered in determining key elements of 2006 compensation for the
named executive officers.

Base Salary

Purpose. The objective of base salary is to reflect job responsibilities,
value to the company and individual performance with respect to market
competitiveness.

In setting salaries, the Committee considers the importance of linking a
high proportion of named executive officers' compensation to performance in the
form of the annual bonus, which is tied to both our performance measures and
individual performance, as well as long-term stock-based compensation, which is
tied to our common stock price performance and performance compared to an
external peer group.

Annual Bonus Incentives for Named Executive Officers

Purpose. The compensation program provides for an annual bonus that is
performance linked. The objective of the program is to compensate individuals
based on the achievement of specific goals that are intended to correlate
closely with growth of long-term shareholder value.

Considerations. The annual bonus process for named executive officers
involves four basic steps pursuant to our management incentive bonus program:

o At the outset of the fiscal year:

1. Set overall performance goals for the year
2. Set individual performance measures for the year
3. Set a target bonus for each individual

o After the end of the fiscal year:

4. Measure actual performance (individual and company-wide) against
the predetermined performance goals and individual performance measures to
determine the appropriate adjustment to the target bonus, as well as other
performance considerations related to unforeseen events during year.

Fiscal Year 2006 Decisions. At the beginning of the fiscal year 2006, the
Committee established performance goals for fiscal 2006 bonuses based upon the
following three corporate financial measures:

o Operating income;

o Economic profit (net operating profit after tax, minus a charge for
capital employed in the business, based on the cost of capital); and

o Earnings per share.

Periodic Review. The Committee intends to review both the annual bonus
program and the long-term incentive program annually to ensure that their key
elements continue to meet the objectives described above.

Stock Option Grants
-------------------

In 2006, no stock options were granted to the executives referred to as
"Named Executive Officers" in this Proxy Statement. The Chief Executive Officer,
the Chief Financial Officer and the Executive Vice President of the Company were
granted stock options in 2002, 2003 and 2004.

The purpose of the 2002 and 2003 Stock Option Plans was to enable the
granting of long-term incentive awards to directors, officers and employees as a
means of enhancing and encouraging the retention and recruitment of those
individuals.

The Option Plans presented to our stockholders for approval stated the
maximum number of shares of stock options that could be awarded or granted under
the Plans. After approval of the Option Plans by our stockholders, the
Compensation Committee granted stock options to directors and certain officers
and employees. The grants were based on, among other things, the years of
service and the role and responsibilities of the recipients in executing our
growth objectives.

Total Compensation

In making decisions with respect to any element of a named executive
officer's compensation, the committee considers the total compensation that
maybe awarded to the officer, including salary and annual bonus. In addition, in
reviewing and approving employment agreements for named executive officers, the
committee considers the other benefits to which the officer is entitled by the
agreement, including compensation payable upon termination of the agreement
under a variety of circumstances. The Committees goal is to award compensation
that is reasonable when all elements of potential compensation are considered.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during fiscal 2006 or as
of the date of this proxy statement is or has been an officer or employee of the
Company and no executive officer of Bayonne Community Bank served on the
compensation committee or board of any company that employed any member of our
Compensation Committee or Board of Directors.

Report of the Compensation Committee on Executive Compensation. The
Compensation Committee of the Bank has reviewed and discussed the section of
this proxy statement entitled "Compensation Discussion and Analysis" with
management. Based on this review and discussion, the Compensation Committee
recommended to the Board of Directors of the company that the "Compensation
Discussion and Analysis" be included in this proxy statement.

This report has been provided by the Compensation Committee: Robert
Ballance, Judith Q. Bielan, Joseph Brogan, Mark D. Hogan, Joseph Lyga and
Alexander Pasiechnik.

Executive Compensation

Summary Compensation Table. The following table shows the compensation of
Donald Mindiak, our principal executive officer, Thomas M. Coughlin, our
principal financial officer and three other executive officers who received
total compensation of $100,000 during the past fiscal year for services to the
company or any of its subsidiaries during the year ended December 31, 2006.

---------------------------------------------------------------------------------------------------------------------------------
Summary Compensation Table
---------------------------------------------------------------------------------------------------------------------------------
Change in
pension value
and non-
qualified
Non-equity deferred
Stock Option incentive plan compensation All other
Name and Salary Bonus awards awards compensation earnings compensation Total
Principal Position Year ($) ($) ($) ($) ($)(1) ($) ($)(2) ($)
------------------------------------------------------------------------------------------------------------------------------------

Donald Mindiak 2006 $ 136,500 $ 80,000 $ -- $ -- $ -- $ -- $ 4,131 $ 220,631
President, Chief
Executive Officer and
Director
------------------------------------------------------------------------------------------------------------------------------------

James E. Collins 2006 $ 120,000 $ 50,000 $ -- $ -- $ 13,000 $ -- $ 3,588 $ 186,588
Senior Lending
Officer and Director
------------------------------------------------------------------------------------------------------------------------------------

Thomas M. Coughlin 2006 $ 117,500 $ 50,000 $ -- $ -- $ -- $ -- $ 3,603 $ 171,103
Chief Financial
Officer, Chief
Operating Officer and
Director
------------------------------------------------------------------------------------------------------------------------------------

Olivia Klim 2006 $ 114,101 $ 30,000 $ -- $ -- $ -- $ -- $ 3,498 $ 147,599
Executive Vice
President - Business
Development
------------------------------------------------------------------------------------------------------------------------------------

Amer Saleem 2006 $ 94,500 $ 45,000 $ -- $ -- $ 13,000 $ -- $ 2,854 $ 155,354
Vice President -
Commercial Lending
------------------------------------------------------------------------------------------------------------------------------------

-------------

(1) Loan production incentive compensation based on total dollar value of loan
closings.

(2) Employer matching 401-K contribution for 2006.

During the year ended December 31, 2006 there were no grants of plan-based
awards for our named executive officers.

Outstanding Equity Awards at Year End. The following table sets forth
information with respect to our outstanding equity awards as of December 31,
2006 for our named executive officers. All of the options granted became fully
vested on December 31, 2005.

------------------------------------------------------------------------------------------------------------------------------------
Outstanding Equity Awards at Fiscal Year-End
------------------------------------------------------------------------------------------------------------------------------------
Option awards
------------------------------------------------------------------------------------------------------------------------------------
Equity incentive
plan awards:
Number of Number of number of
securities securities securities
underlying underlying underlying
unexercised unexercised unexercised Option
options (#) options (#) earned options Option exercise expiration
Name exercisable unexercisable (#) price ($) date
------------------------------------------------------------------------------------------------------------------------------------

11,344 $ 5.29 7-8-2012
Donald Mindiak 37,330 ---------------------------------------------------
President, Chief Executive -- 14,580 9.34 8-14-2013
Officer and Director ---------------------------------------------------
11,406 11.84 8-11-2014
------------------------------------------------------------------------------------------------------------------------------------
11,344 5.29 7-8-2012
James E. Collins 38,451 -- ---------------------------------------------------
Senior Lending Officer and 15,701 9.34 8-14-2013
Director ---------------------------------------------------
11,406 11.84 8-11-2014
------------------------------------------------------------------------------------------------------------------------------------
3,834 15.65 7-8-2012
Thomas M. Coughlin 21,514 ---------------------------------------------------
Chief Financial Officer, Chief -- 9,287 15.65 8-14-2013
Operating Officer and Director ---------------------------------------------------
8,393 15.65 8-11-2014
------------------------------------------------------------------------------------------------------------------------------------

Olivia Klim 15,250 11,344 5.29 7-8-2012
Executive Vice President - -- ---------------------------------------------------
Business Development 3,906 11.84 8-4-2013

------------------------------------------------------------------------------------------------------------------------------------
1,135 5.29 7-8-2012
Amer Saleem 5,854 -- ---------------------------------------------------
Vice President - Commercial 3,906 11.84 8-14-2013
Lending ---------------------------------------------------
513 10.18 10-31-2013
---------------------------------------------------
300 15.60 12-21-2015
------------------------------------------------------------------------------------------------------------------------------------

During the year ended December 31, 2006 there were no exercises of any
options. We did not provide any pension benefits at and for the year ended
December 31, 2006 for the named executive officers. We did not provide any
defined contribution or other nonqualified deferred compensation plans at and
for the year ended December 31, 2006 for the named executive officers.

Change in Control Agreements. BCB Bancorp, Inc. and Bayonne Community Bank
have entered into change in control agreements with each of the Named Officers.
These agreements provide certain benefits in the event of a change in control of
BCB Bancorp or Bayonne Community Bank. Each of the agreements provides for a
term of 36 months. Commencing on each anniversary date, the change in control
agreement automatically renews for an additional year unless advance written
notice of non-renewal is provided to the Named Officer. The change in control
agreements enable BCB Bancorp, Inc. and Bayonne Community Bank to offer to the
Named Officers certain financial protection in the event of a change in control
(as defined in the agreements). This type of protection is frequently offered by
other financial institutions, and BCB Bancorp, Inc. and Bayonne Community Bank
may be at a competitive disadvantage in attracting and retaining key employees
if they do not offer similar protection.

Following a change in control of BCB Bancorp, Inc. or Bayonne Community
Bank, the Named Officers are entitled to payment under their agreements even if
the Named Officer's employment does not terminate as a result of the change in
control. In the event that a Named Officer who is a party to a change in control
agreement is entitled to receive payments pursuant to the agreement, he or she
will receive a cash lump sum payment up to a maximum of 2.999 times the Named
Officer's average annual compensation for services performed for BCB Bancorp,
Inc. and Bayonne Community Bank that was includible in gross income for the most
recent five taxable

years ending before the date of the change in control. Such payment is subject
to applicable withholding taxes. The lump sum payments under the change in
control agreements are limited so that they will not constitute an excess
parachute payment under Section 280G of the Internal Revenue Code.

In addition to the lump sum payment, the Named Officers are entitled to
receive health coverage for themselves and their dependents, at a level that is
comparable to the health benefits provided immediately before the change in
control, at no cost to the Named Officers for a period of 36 months from the
date of the change in control. The value of the health benefits could cause an
excess parachute payment under Section 280G of the Internal Revenue Code. To the
extent the Named Officers experience an excess parachute payment, BCB Bancorp,
Inc. and Bayonne Community Bank shall pay each Named Officer, pursuant to a
written agreement, an amount equal to the Named Officer's tax liability that
results from the excess parachute payment. The Board believes that these
agreements are in the best interests of BCB Bancorp, Inc. and Bayonne Community
Bank because they will provide the intended benefits to the Named Officers
without any reduction for tax penalties related to the payments. This
arrangement provides a further incentive for the Named Officers to achieve
successful results in the management and operation of BCB Bancorp, Inc. and
Bayonne Community Bank.

Director Compensation

Directors' Summary Compensation Table. Set forth below is summary
compensation for each of our non-employee directors. During the year ended
December 31, 2006, we did not provide any stock awards or option grants to our
directors. Furthermore, we do not provide any non-equity incentive plan
compensation or pension compensation to our directors.

--------------------------------------------------------------------------------------------------
Director Compensation
--------------------------------------------------------------------------------------------------
Change in pension
value and non-
qualified deferred
compensation
Fees earned or paid earnings All other Total
Name in cash ($) ($) compensation ($) ($)
--------------------------------------------------------------------------------------------------

Mark D. Hogan 33,750 -- -- 33,750
--------------------------------------------------------------------------------------------------
Robert Ballance 33,250 -- -- 33,250
--------------------------------------------------------------------------------------------------
Judith Q. Bielan 27,750 -- -- 27,750
--------------------------------------------------------------------------------------------------
Joseph Brogan 28,500 -- -- 28,500
--------------------------------------------------------------------------------------------------
Joseph Lyga 33,500 -- -- 33,500
--------------------------------------------------------------------------------------------------
Alexander Pasiechnik 33,500 -- -- 33,500
--------------------------------------------------------------------------------------------------
Dr. August Pellegrini, Jr. 26,750 -- -- 26,750
--------------------------------------------------------------------------------------------------
Joseph Tagliareni 34,250 -- -- 34,250
--------------------------------------------------------------------------------------------------

During the year ended December 31, 2006, we did not pay board fees but
Bayonne Community Bank's Board of Directors received fees totaling $251,250.
Directors received fees of between $26,750 and $34,250 based on their tenure.
Directors Collins, Coughlin and Mindiak, as members of executive management, do
not receive directors' fees.

Deferred Compensation Plan for Directors. The Board of Directors of
Bayonne Community Bank adopted the 2005 Director Deferred Compensation Plan (the
"2005 Deferred Plan"), which became effective on October 1, 2005. The 2005
Deferred Plan is designed to comply with the requirements of Internal Revenue
Code Section 409A. Pursuant to the 2005 Deferred Plan, directors of Bayonne
Community Bank may elect to defer, on a pre-tax basis, receipt of all or any
portion of the fees and retainers received for their service on the Board of
Directors and on committees of the Board of Directors, but only to the extent
such amounts are attributable to services not yet performed. The Bank credits
the deferred amounts to a bookkeeping account. Interest is paid on such deferred
amounts at a rate equal to the rate payable on Bayonne Community Bank's highest
paying time deposit, as determined as of the first day of each month, or as
adjusted from time to time. The Bank may establish a rabbi trust to which
Bayonne Community Bank may deposit such deferrals and interest, but such
deposits shall remain subject to the claims of Bayonne Community Bank's
creditors.

Directors may make a deferral election during the first 30 days of
becoming eligible for the 2005 Deferred Plan with respect to amounts earned that
year, specifying the amount deferred and the time and form of payment. Deferral
amounts continue in effect until the director files a notice of adjustment with
Bayonne Community Bank. In addition, if the amount of director fees and/or
retainers is increased, the director may increase the amount of his deferral by
filing a notice of adjustment with Bayonne Community Bank. Such adjustments take
effect as of January 1 following the date the notice is given to Bayonne
Community Bank. Such deferral election is irrevocable with respect to the
calendar year for which it is filed, provided, however, that a director may
delay distributions or modify a previous deferral election if: (i) the new
deferral election is not effective for 12 months, (ii) the original distribution
date is at least 12 months from the date of the change in the election, and
(iii) the new distribution date must be at least five years after the original
distribution date.

Deferred fees will be paid out on the date designated by the director in
his or her deferral election form or upon the director's death, disability or
separation from service as a director of Bayonne Community Bank, if such date is
earlier than his or her designated distribution date. However, payments upon
termination of employment to directors who are "key employees" under the
Internal Revenue Code will not be made until the first day of the seventh month
following such termination of employment. Distributions may also be made earlier
than the designated distribution date if the distribution is necessary to
satisfy a financial hardship, as defined in Internal Revenue Code Section 409A.
At the election of the director, the distribution may be paid out in a lump sum
or in equal installments over a period not to exceed ten years.

Benefit Plans

2003 Stock Option Plan. Our 2003 Stock Option Plan provided for the grant
of options to purchase 358,910 shares of common stock, adjusted for stock
dividends. Pursuant to the 2003 Stock Option Plan, no options were granted in
2006. The term of the options is ten years from the date of grant, and the
number of shares subject to awards will be adjusted in the event of any merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
combination or exchange of shares or other change in our corporate structure.
The stock options granted vested 20% upon grant and at the annual rate of 20%
per year thereafter. To the extent described below, the awards include an equal
number of reload options ("Reload Options"), limited stock appreciation rights
("Limited Rights") and dividend equivalent rights ("Dividend Equivalent
Rights"). A Limited Right gives the option holder the right, upon a change in
our control, to receive the excess of the market value of the shares represented
by the Limited Rights on the date exercised over the exercise price. The Limited
Rights are subject to the same terms and conditions as the stock options.
Payment upon exercise of Limited Rights will be in cash, or in the event of a
merger transaction, for shares of the acquiring corporation or its parent, as
applicable. Limited Rights have been granted to employees only. The Dividend
Equivalent Rights entitle the option holder to receive an amount of cash at the
time that certain extraordinary dividends are declared equal to the amount of
the extraordinary dividend multiplied by the number of options that the person
holds. For these purposes, an extraordinary dividend is defined as any dividend
where the rate of dividend exceeds our weighted average cost of funds on
interest-bearing liabilities for the current and preceding three quarters. The
Reload Options entitle the option holder, who has delivered shares that he or
she owns as payment of the exercise price for option stock, to a new option to
acquire additional shares equal in amount to the shares he or she has delivered.
Reload Options may also be granted to replace option shares retained by the
employer for payment of the option holder's withholding tax. The option price at
which additional shares of stock can be purchased by the option holder through
the exercise of a Reload Option is equal to the market

value of the previously owned stock at the time it was surrendered. The option
period during which the Reload Option may be exercised expires at the same time
as that of the original option that the holder has exercised.

2002 Stock Option Plan. Our 2002 Stock Option Plan provided for the grant
of options to purchase 241,980 shares of common stock, adjusted for stock
dividends. Pursuant to the 2002 Stock Option Plan, no options were granted in
2006. The term of the options is ten years from the date of grant, and the
number of shares subject to awards will be adjusted in the event of any merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
combination or exchange of shares or other change in our corporate structure.
The stock options granted vest at the rate of 20% per year. To the extent
described below, the awards include an equal number of reload options ("Reload
Options"), limited stock appreciation rights ("Limited Rights") and dividend
equivalent rights ("Dividend Equivalent Rights"). A Limited Right gives the
option holder the right, upon a change in our control, to receive the excess of
the market value of the shares represented by the Limited Rights on the date
exercised over the exercise price. The Limited Rights are subject to the same
terms and conditions as the stock options. Payment upon exercise of Limited
Rights will be in cash, or in the event of a merger transaction, for shares of
the acquiring corporation or its parent, as applicable. Limited Rights have been
granted to employees only. The Dividend Equivalent Rights entitle the option
holder to receive an amount of cash at the time that certain extraordinary
dividends are declared equal to the amount of the extraordinary dividend
multiplied by the number of options that the person holds. For these purposes,
an extraordinary dividend is defined as any dividend where the rate of dividend
exceeds our weighted average cost of funds on interest-bearing liabilities for
the current and preceding three quarters. The Reload Options entitle the option
holder, who has delivered shares that he or she owns as payment of the exercise
price for option stock, to a new option to acquire additional shares equal in
amount to the shares he or she has delivered. Reload Options may also be granted
to replace option shares retained by the employer for payment of the option
holder's withholding tax. The option price at which additional shares of stock
can be purchased by the option holder through the exercise of a Reload Option is
equal to the market value of the previously owned stock at the time it was
surrendered. The option period during which the Reload Option may be exercised
expires at the same time as that of the original option that the holder has
exercised.

In December 2005, in response to changes in the accounting of limited
rights and other cash settlement features set forth in the 2003 Stock Option
Plan and the 2002 Stock Option Plan, both stock option plans were amended to
eliminate the ability to award limited rights, to eliminate outstanding limited
rights with the consent of the award recipient, to eliminate the right to
receive a cash settlement of an option following a transaction in which our
stockholders are to receive securities that are not registered under the
Securities Act of 1933, and to provide that no provision of the plan shall
operate to require the cash settlement of a stock option in circumstances that
are not in our discretion.

Related Party Transactions

Bayonne Community Bank leases its 860 Broadway branch office from a
limited liability company owned by directors Hogan, Ballance, Bielan, Brogan,
Collins, Coughlin, Lyga, Pasiechnik, Pellegrini and Tagliareni. Based upon a
market rental value appraisal obtained prior to entering into the lease
agreement, we believe that the terms and conditions of the lease are comparable
to terms that would have been available from a third party that was unaffiliated
with Bayonne Community Bank. During 2006, total lease payments of $142,600 were
made to the limited liability company. Payments under the lease currently total
$13,750 per month. Each director's percentage ownership in the limited liability
corporation is equivalent.

Mr. Tagliareni, a member of the board of directors, is President and Chief
Executive Officer of J&J Printing. We paid J&J Printing $80,500 during 2006 for
printing services.

Other than as described in the preceding two paragraphs, no directors,
executive officers or immediate family members of such individuals have engaged
in transactions with us involving more than $60,000 (other than through a loan)
during the preceding year. In addition, no directors, executive officers or
immediate family members of such individuals were involved in loans from us
involving more than $60,000 which were not made in the ordinary course of
business and on substantially the same terms and conditions, including interest
rate and collateral, as those of comparable transactions prevailing at the time
with other persons, and do not include more than the normal risk of
collectability or present other unfavorable features.

We require that any transaction in which a director, officer or a member
of their immediate family has an interest, and in which Bayonne Community Bank
is involved must be reviewed and approved by the board of directors. Any such
transaction must be made on terms no less favorable to us than it would be if we
entered into a similar relationship with an unaffiliated third party. Any
lending relationship between a director, officer or a member of their immediate
family and Bayonne Community Bank must be reviewed and approved by the board of
directors. All such loans are made on substantially the same terms as loans to
third parties, consistent with banking regulations governing the origination of
loans to directors, officers and employees of Bayonne Community Bank. The entire
board is responsible for overseeing the application of these polices and
procedures, which are part of our written policies.

Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an
issuer from: (1) extending or maintaining credit; (2) arranging for the
extension of credit; or (3) renewing an extension of credit in the form of a
personal loan for an officer or director. There are several exceptions to this
general prohibition, one of which is applicable to us. Sarbanes-Oxley does not
apply to loans made by a depository institution that is insured by the Federal
Deposit Insurance Corporation and is subject to the insider lending restrictions
of the Federal Reserve Act. All loans to the our directors and officers are made
in conformity with the Federal Reserve Act regulations.

________________________________________________________________________________

MARKET INFORMATION
________________________________________________________________________________

On December 14, 2005, our common stock began trading on Nasdaq Global
Select Market. Previously, our common stock was traded on the Over the Counter
Electronic Bulletin Board. We currently have three market makers in accordance
with Nasdaq rules. However, no market maker has an obligation to continue to
make a market for our common stock and could discontinue making a market at any
time. As of March 5, 2007, we had approximately 1,550 shareholders of record.

________________________________________________________________________________

PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
________________________________________________________________________________

Our independent registered public accounting firm for the year ended
December 31, 2006 was Beard Miller Company LLP ("Beard Miller"). The Audit
Committee of the Board of Directors has approved the engagement of Beard Miller
to be our independent registered public accounting firm for the year ending
December 31, 2007, subject to the ratification of the engagement by our
shareholders at this annual meeting. The Audit Committee of the Board of
Directors approved Beard Miller as our independent registered public accounting
firm upon completion of the combination described above. Representatives of
Beard Miller are expected to attend the annual meeting, will have an opportunity
to make a statement if they so desire, and will be available to respond to
appropriate questions.

Shareholder ratification of the selection of the independent registered
public accounting firm is not required by our bylaws or otherwise. However, the
Board of Directors is submitting the selection of the independent registered
public accounting firm to the shareholders for ratification as a matter of good
corporate practice. If the shareholders fail to ratify the independent
registered public accounting firm selected by the Audit Committee, the Audit
Committee will reconsider whether or not to retain that firm. Even if the
selection is ratified, the Audit Committee in its discretion may direct the
appointment of a different independent accounting firm at any time during the
year if it determines that such change is in our best interests and the best
interests of our shareholders.

Fees Paid to Beard Miller

Set forth below is certain information concerning aggregate fees billed
for professional services rendered by Beard Miller during 2006 and 2005:

Audit Fees. The aggregate fees billed to us by Beard Miller for
professional services rendered for the audit of our annual financial statements,
review of the financial statements included in our Quarterly Reports on Form
10-Q and services that are normally provided in connection with statutory and
regulatory filings and engagements was $70,889 and $109,481 during the fiscal
years ended December 31, 2006 and 2005, respectively. The 2005 amount includes
$50,228 for services related to the preparation of our Registration Statement on
Form S-1 filed with the Securities and Exchange Commission during the fourth
quarter of 2005.

Audit Related Fees. There were no fees billed to us by Beard Miller for
assurance and related services that are reasonably related to the performance of
the audit of and review of the financial statements and that are not already
reported in "--Audit Fees," above for the years ended December 31, 2006 and
December 31, 2005.

Tax Fees. The aggregate fees billed to us by Beard Miller for professional
services rendered for tax compliance, tax advice and tax planning was $7,000 and
$5,000 during the fiscal years ended December 31, 2006 and 2005, respectively.
These services include the calculation of and preparation of all pertinent
federal and state tax forms relative to us and our subsidiaries, and the
maintenance of all applicable schedules and work papers relative to the same.

All Other Fees. There were no fees billed to us by Beard Miller that are
not described above during the fiscal years ended December 31, 2006 and 2005,
respectively.

The Audit Committee has considered whether the provision of non-audit
services, which relate primarily to costs incurred with the management
consulting services rendered, is compatible with maintaining Beard Miller's
independence. The Audit Committee concluded that performing such services does
not affect Beard Miller's independence in performing its function as auditor for
us.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of the
Independent Registered public accounting firm

The Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the independent registered public accounting firm. These
services may include audit services, audit-related services, tax services and
other services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to particular service or category of services and is
generally subject to a specific budget. The Audit Committee has delegated
pre-approval authority to its Chairman when expedition of services is necessary.
The independent registered public accounting firm and management are required to
periodically report to the full Audit Committee regarding the extent of services
provided by the independent registered public accounting firm in accordance with
this pre-approval, and the fees for the services performed to date. All of the
fees paid in the audit-related, tax and all other categories were approved per
the pre-approval policies.

Required Vote and Recommendation of the Board of Directors

In order to ratify the selection of Beard Miller as independent registered
public accounting firm for the 2007 year, the proposal must receive the
affirmative vote of at least a majority of the votes cast at the annual meeting,
either in person or by proxy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF BEARD MILLER
COMPANY LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

________________________________________________________________________________

SHAREHOLDER PROPOSALS
________________________________________________________________________________

In order to be eligible for inclusion in our proxy materials for next
year's Annual Meeting of Shareholders, any shareholder proposal to take action
at such meeting must be received at our executive office, 104-110 Avenue C,
Bayonne, New Jersey 07002, no later than November 11, 2007. Any such proposals
shall be subject to the requirements of the proxy rules adopted under the
Exchange Act.

________________________________________________________________________________

OTHER MATTERS
________________________________________________________________________________

Our Board of Directors is not aware of any business to come before the
annual meeting other than the matters described above in the Proxy Statement.
However, if any other matter should properly come before the annual meeting, the
Proxy Committee of the Board of Directors will have authority to vote its
proxies in its discretion with respect to any matter as to which the Board of
Directors is not notified at least five business days before the date of the
Proxy Statement.

________________________________________________________________________________

MISCELLANEOUS/FINANCIAL STATEMENTS
________________________________________________________________________________

We will bear the cost of solicitation of proxies. We will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners of
our common stock. Our directors, officers and regular employees may solicit
proxies personally or by telegraph or telephone without additional compensation.

A FORM 10-K CONTAINING FINANCIAL STATEMENTS AT AND FOR THE YEAR ENDED
DECEMBER 31, 2006 IS BEING FURNISHED TO SHAREHOLDERS. THIS DOCUMENT CONSTITUTES
OUR ANNUAL DISCLOSURE STATEMENT. COPIES OF ALL OF THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION ARE AVAILABLE AT THE COMMISSION'S WEB SITE
(www.sec.gov), AND ARE AVAILABLE WITHOUT CHARGE BY WRITING TO BCB BANCORP, INC.
AT 104-110 AVENUE C, BAYONNE, NEW JERSEY 07002, ATTENTION: CORPORATE SECRETARY.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Mark D. Hogan

Mark D. Hogan
Chairman of the Board

Bayonne, New Jersey
March 12, 2007

PROXY CARD

REVOCABLE PROXY

BCB BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 26, 2007

The undersigned hereby appoints the Board of Directors with full powers of
substitution to act as attorneys and proxies for the undersigned to vote all
shares of common stock of BCB Bancorp, Inc. which the undersigned is entitled to
vote at the Annual Meeting of Shareholders to be held at The Chandelier
Restaurant, 1081 Broadway, New Jersey 07002 on April 26, 2007, at 10:00 a.m.
Eastern time. The Board of Directors are authorized to cast all votes to which
the undersigned is entitled as follows:

VOTE
1. The election as directors of all nominees listed below FOR WITHHELD
(except as marked to the contrary below). --- --------

Judith Q. Bielan

James E. Collins

Mark D. Hogan

INSTRUCTION: To withhold your vote for one or more
nominees, write the name of the nominee(s) on the lines
below.

______________________________________
______________________________________

2. The ratification of the appointment of Beard Miller FOR AGAINST ABSTAIN
Company LLP as independent registered public --- ------- -------
accounting firm for the Company for the year ending
December 31, 2007.

The Board of Directors recommends a vote "FOR" the listed proposals.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSALS STATED ON THIS PROXY. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, A MAJORITY OF THE BOARD OF
DIRECTORS WILL HAVE THE AUTHORITY TO VOTE IN THEIR DISCRETION WITH RESPECT TO
ANY MATTER AS TO WHICH THE BOARD OF DIRECTORS IS NOT NOTIFIED AT LEAST FIVE
BUSINESS DAYS BEFORE THE DATE OF THIS PROXY STATEMENT.

The annual meeting may be postponed or adjourned for the purpose of
soliciting additional proxies.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Should the undersigned be present and elect to vote at the annual meeting or at
any adjournment thereof and after notification to our Corporate Secretary at the
annual meeting of the shareholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. This proxy may also be revoked by sending written notice to
our Corporate Secretary at the address set forth on the Notice of Annual Meeting
of Shareholders, or by the filing of a later proxy prior to a vote being taken
on a particular proposal at the annual meeting.

The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a notice of the annual meeting and a Proxy Statement dated March
12, 2007 and the Annual Report on Form 10-K with audited financial statements.

|_| Check Box if You Plan
Dated: _________________________ to Attend annual meeting

_______________________________ _______________________________
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER

_______________________________ _______________________________
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER

Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title.

Please complete and date this proxy card and return it promptly
in the enclosed postage-prepaid envelope.